CORPORATE INFORMATION AS ON 31ST MARCH, 2011

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I:\Jaytara-26.05.11\Bagage 26.05.11\Annual Report 2010-11

CORPORATE INFORMATION AS ON 31ST MARCH, 2011

BOARD OF DIRECTORS : Mr. Hemendra Prasad BarooahWholetime Director & Executive Chairman

Mr. Ranadurjoy Roy Choudhury, Managing Director

Mr. Panchkari BanerjeeMr. Tarun Chandra DuttMr. Vijay Raghuram ShettyMrs. Gargi BarooahMr. Anjan GhoshMr. Sudipto Sarkar

COMPANY SECRETARY : Ms. Nabagataa Choudhury

REGISTERED OFFICE : 1185/1186, Tankapani RoadBhubaneswar - 751 018

CORPORATE OFFICE : 113, Park Street, 9th FloorKolkata - 700 016

FACTORY : 22, Balgopalpur Industrial AreaBalasore - 756 020, Orissa

AUDITORS : APS AssociatesChartered Accountants3C Madan Street, Kolkata - 700 072

BANKER : State Bank of IndiaIndustrial Finance Branch11, Dr. U. N. Brahmachari StreetKolkata - 700 017

SHARE TRANSFER AGENT : MCS Limited77/2A, Hazra RoadKolkata - 700 029

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NOTICE

NOTICE is hereby given that the Twenty Fifth Annual General Meeting of the members of B & APackaging India Limited will be held on Friday, 8th July, 2011 at the Registered Office of theCompany at 1185/1186, Tankapani Road, Bhubaneswar – 751 018 at 12:00 P.M. to transact thefollowing business:

ORDINARY BUSINESS

1. To receive and consider the Profit & Loss Account for the fifteen months period ended 31stMarch 2011, the Balance Sheet as at that date and the Reports of the Directors and Auditorsthereon.

2. To appoint a Director in place of Mrs. Gargi Barooah, who retires by rotation and beingeligible offers herself for re -appointment.

3. To appoint a Director in place of Mr. Tarun Chandra Dutt, who retires by rotation and beingeligible offers himself for re-appointment.

4. To appoint M/s. APS Associates, Chartered Accountants, the retiring Auditors as the StatutoryAuditors of the Company to hold office from the conclusion of this Annual General Meetinguntil the conclusion of the next Annual General Meeting to conduct the audit of the accountsof the Company for the year ended 31st March, 2012 and to fix their remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modifications, the following resolutions asOrdinary Resolution:

5. “RESOLVED THAT pursuant to Sections 198, 269, 309 and other applicable provisions, ifany, of the Companies Act, 1956, read with Schedule XIII of the Act, and subject to theapproval of the Shareholders in the forthcoming Annual General Meeting, the Companyhereby approves the re -appointment and payment of remuneration of Mr. Ranadurjoy RoyChoudhury (hereinafter Mr. Roy Choudhury) as Managing Director of the Company for aperiod of three years with effect from 1st September 2010 upon terms and conditions set outin the Agreement entered on 12th November, 2010 between the Company and Mr. RoyChoudhury, a copy whereof initialed by the Chairman for the purpose of identification hasbeen placed before the meeting, which Agreement be and is hereby specifically approved.

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RESOLVED FURTHER THAT the Board/Remuneration Committee of the Company be andis hereby authorized to vary and increase remuneration and perquisites thereof as specifiedin the said Agreement to the extent the Board/Remuneration Committee may considerappropriate, as may be permitted or authorized in accordance with any provisions under thesaid Act for the time being in force provided, however, that the remuneration and perquisitesto be provided to Mr. Roy Choudhury shall be within the limits set out in the said Act includingthe said Schedule XIII to the Act or any amendments thereto or any modification or statutoryre-enactments thereof and/or any rules or regulations framed there under and for the timebeing in force and the terms of this aforesaid Agreement between the Company and Mr. RoyChoudhury shall suitably be modified to give effect to such variation or increase as the casemay be, without further reference to Shareholders in the General Meeting”.

6. “RESOLVED THAT Mr. Sudipto Sarkar, who had been appointed as an Additional Director ofthe Company with effect from 4th February 2011 and who, in terms of Section 260 of theCompanies Act, 1956 and Article 89 of the Articles of Association of the Company, holdsoffice of directorship up to the date of the 25th Annual General Meeting and in respect ofwhom the Company has received a Notice in writing from a member under Section 257 ofthe Companies Act, 1956 signifying his intention to propose Mr. Sudipto Sarkar as a candidatefor the office of Director, be and is hereby appointed as a Director of the Company, liable toretire by rotation”.

By Order of the Board of Directors

Nabagataa ChoudhuryCompany Secretary & Manager (Finance)

Date : 21st May, 2011Place : Kolkata

Regd. Office:1185/1186, Tankapani RoadBhubaneswar – 751 018, Orissa

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ALSO ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF /HERSELF ANDSUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. HOWEVER, PROXIES INORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT ITSREGISTERED OFFICE AT LEAST FORTY-EIGHT HOURS BEFORE THE MEETING.

2. Corporate Members are requested to send to the Company's Share Department, a dulycertified copy of the Board Resolution authorizing their representative to attend and vote atthe Annual General Meeting.

3. Members are requested to inform changes, if any, in their mailing address immediately tothe Company or to the Registrar and Share Transfer Agent M/s. MCS Limited, 77/2A, HazraRoad, Kolkata – 700 029.

4. The Register of Members and Share Transfer Books of the Company shall remain closedfrom Wednesday, 29th June, 2011 to Friday, 8th July, 2011 (both days inclusive).

5. The relative Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956,in respect of the Special Business to be transacted at the Annual General Meeting is annexedhereto.

6. As required by Clause 49 of the Listing Agreement entered into with the Stock Exchange therelevant details of Directors retiring by rotation and seeking re-appointment under Item No. 2and Item No. 3 of the Notice respectively, are annexed herewith.

7. Members desirous of obtaining any information concerning the accounts of the Companyare requested to send their queries to the Company at least seven days before the meetingso that the information required by the members may be made available at the meeting.

8. Members / Proxy-holders are requested to produce at the entrance, the attached AttendanceSlip duly completed for admission to the meeting hall.

9. Members can avail the nomination facility by submitting Form No.2B of the Companies(Central Government’s) General Rules and Forms, 1956 with the Company or its Registrar &Share Transfer Agent. Blank forms will be made available on request.

10. Members are requested to carry the copy of this Annual Report at the meeting.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT,1956

Item No. 5

Mr. Ranadurjoy Roy Choudhury had been successfully representing the Board as Managing

Director of the Company since 1st September, 2007 and his tenure of directorship had expired on

31st August 2010.

The Board of Directors of the Company at the meeting held on 12th November, 2010, has,

subject to the approval of members, unanimously approved the re-appointment of

Mr. Roy Choudhury as Managing Director of the Company w.e.f. 1st September, 2010 for a further

period of three years including payment of remuneration. An abstract of the terms of appointment

pursuant to Section 302 of the Companies Act, 1956 have already been circulated to the members

of the Company.

Mr. Roy Choudhury has been associated with the Company since 2001 and has been instrumental

in the formulation of long term vision and strategy of the Company.

Mr. Roy Choudhury aged 66 years, is a First Class Bachelor of Engineering (Mechanical) from

Calcutta University. He served Guest Keen Williams Ltd., from 1965 to 1987 in various capacities

from production controlling to product marketing. He also served Usha Martin Industries Ltd.,

from 1987 to 2001 in various responsible positions viz., domestic and global marketing, Chief

Operating Officer in Integrated Steel Business, etc.

The principal terms and conditions of Mr. Roy Choudhury’s re-appointment are as follows:

A. Mr. Roy Choudhury’s appointment as Managing Director will be effective from 1st September

2010 and remain in force for a period of 3 (Three) years i.e. from 1st September 2010 to 31st

August 2013.

B. Mr. Roy Choudhury will be entitled to the following remuneration and allowances in the capacity

of Managing Director :

i. Basic Salary: Salary at the rate of Rs. 62,500 (Sixty Two Thousand Five Hundred only) per

month. The Annual increments will be effective from 1st April each year, and will be decided

by the Remuneration Committee and/or Board of Directors and will be merit based.

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ii. House Rent Allowance: House Rent Allowance at actuals, subject to the maximum limit of

Rs. 30,000 per month.

iii. Leave Travel Assistance: Leave travel assistance for self and family at the rate of one and

half month’s salary for each completed year’s of service.

iv. Reimbursement of Medical Expenses: Reimbursement of Medical Expenses of self and

family.

v. Ex-gratia: At the rate of one month’s basic salary for each completed year of service.

vi. Provision for reimbursement of expenses incurred for maintaining one chauffer driven car for

official duties attended, subject to limit of Rs. 21,000 per month, provision for use of telephone

at office, residence and mobile phones, including long distance calls and subscription fees

for two clubs subject to a limit of Rs. 12,000 per year, shall not be included in the computation

of limits for the remuneration and shall not be grouped under perquisites or allowances given

to Mr. Roy Choudhury.

C. Minimum Remuneration: In any financial year during the currency of tenure of Directorship

of Mr. Roy Choudhury, where the Company has no profits or its profits are inadequate, the

Company will pay remuneration by way of salary and perquisites and allowances as specified

above as minimum remuneration so far as such remuneration is within the applicable ceiling

limits provided in Schedule- XIII of the Companies Act’ 1956.

D. Mr. Roy Choudhury will not retire by rotation till he continues to hold office as Managing

Director; his office of Managing Directorship shall mature if he ceases to hold office of

director for any reason. Mr Roy Choudhury shall cease to be Director of the Company if he

ceases to be in employment of Company as Managing Director.

E. Mr. Roy Choudhury is entrusted with substantial powers of management of the affairs of the

Company except those powers exercisable exclusively by the Board in terms of Companies

Act, 1956 or Articles of Association of the Company.

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The Board recommends the resolution set out at item no. 5 of the notice for your approval.

None of the Directors are interested or concerned in the resolution set out in Item No. 5 of the

Notice.

Item No. 6

Mr. Sudipto Sarkar, aged 65 years is a Bachelor of Science (Maths Hons.) from Presidency

College, Kolkata and holds a B.A. (Law Tripos), M.A. (Law), Masters Degree in Law (International

Law), from Jesus College, Cambridge, U.K. He is a Barrister from Gray's Inn from London, U.K.

Presently, he is practicing as a Senior Advocate in the Kolkata High Court. Mr. Sarkar brings with

him wide experience in Commercial Law particularly Company Law, Intellectual Property and

Law of Civil Procedures. He also has several publications to his credit on Law of Evidence, Law

of Civil Procedure Code and Law of Specific Relief Act. Mr. Sarkar is the collaborating editor of

Ramaiya's Guide to the Companies Act, 1956 and contributor to several volumes of International

Law Reports.

Mr. Sarkar holds directorships in the Board of JSW Steel Ltd, Vesuvius India Ltd, Descon Ltd,

EIH Associated Hotels Ltd, Eveready Industries India Ltd, Island Hotel Maharaj Ltd, McNally

Bharat Engineering Company Ltd and Bombay Stock Exchange Ltd.

Mr. Sarkar joined the Board of your Company on 4th February, 2011. He is not related to any of

the Directors and does not hold any shares in the Company.

No other director other than Mr. Sudipto Sarkar is interested/concerned in this resolution.

The Board of Directors accordingly recommends the resolution mentioned under Item No. 6 of the

Notice for the approval of the members.

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Information pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, relatingto the Code of Corporate Governance, regarding Directors seeking appointment and re-appointment (Item Nos. 2 and 3):

Mrs. Gargi Barooah

Born on 26th January, 1965, Mrs. Gargi Barooah holds a Bachelor of Arts degree from theJadavpur University, Kolkata.

Mrs. Barooah has been on the Board of your Company since 25th February, 2008.

Mrs. Barooah does not hold any other directorship and membership in any Committee of theBoard of Directors. She holds 1800 shares in the Company.

None of the directors other than Mr. Hemendra Prasad Barooah, Chairman of the Company isrelated to her.

Mr. Tarun Chandra Dutt

Mr T C Dutt born in 1933, a retired I.A.S. Officer, was the Chief Secretary to the Govt. of WestBengal and remained the Election Commissioner of West Bengal. He also held the post of Chairmanof Calcutta Port Trust, Food Corporation of India and West Bengal Industrial DevelopmentCorporation. Mr. Dutt, an Ex-Asst. Professor of Economics of Presidency College, Calcutta, is afellow of Princeton University.

Mr. Dutt currently holds directorships in the board of Bengal Ambuja Metro Development CompanyLtd., B & A Ltd and Bengal A K Infrastructure Ltd.

Mr. Dutt joined the Board of your Company on 17th February, 1999. He is also serving as theChairman of the Audit Committee as well as Remuneration Committee. He is not related to any ofthe Directors and does not hold any shares in the Company.

By Order of the Board of Directors


Date : 21st May, 2011Place : Kolkata

Regd. Office:1185/1186, Tankapani RoadBhubaneswar – 751 018, Orissa

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DIRECTORS’ REPORT

Your Directors have pleasure in presenting the Twenty Fifth Annual Report of the Companytogether with the audited accounts for the fifteen months period ended 31st March, 2011.

OPERATING RESULTS (` In Lakh)

Period ended Period ended31st March, 2011 31st December, 2009

Particulars consisting of 15 consisting of 12months (From months (From

1.1.2010 to 31.3.2011) 1.1.2009 to 31.12.2009)

Net Sales and Other Income 2745.34 1,875.56

Less : Total Expenditure 2397.32 1,586.41

Profit before Interest, Depreciation and Tax 348.02 289.15

Less: Interest 105.42 122.43

Profit before Depreciation and Taxation 242.60 166.72

Less: Depreciation 19.47 40.63

Profit before Tax 223.13 126.09

Less: Current Taxation including FBT 74.10 43.59

Deferred Taxation 3.60 21.25

Profit after Tax (PAT) 145.43 61.25

Less: Income Tax for earlier years NIL NIL

Prior period adjustment NIL NIL

Profit available for appropriation 145.43 61.25

Add: Balance of loss brought forward (69.71) (130.96)

Balance of loss carried to Balance Sheet 75.72 (69.71)

YEAR IN RETROSPECT

The net sales and other income for the period under review were ` 2745.34 lakhs as against` 1,875.56 lakhs during the previous financial year ended 31st December, 2009 comprising of 12months from 01.01.2009 to 31.12.2009, booking an increase of approximately 46% which is quiteoptimistic. Profit after tax for the fifteen months period ended 31.03.2011 registered an encouraging

increase of approximately 137%.

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CHANGE OF COMPANY’S NAME

The name of your Company has been changed from “B & A Multiwall Packaging Limited” to

“B & A Packaging India Limited” with effect from 8th July, 2010. A fresh Certificate of Incorpora-

tion has been issued by the Registrar of Companies, Orissa to this effect.

DIRECTORS

Mrs. Gargi Barooah and Mr. Tarun Chandra Dutt, Directors, retire by rotation at the forthcoming

Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Sudipto Sarkar who was appointed by the Board of Directors of your Company in its meeting

held on 4th February, 2011 as an Additional Director in terms of Article 89 of the Articles of

Association of your Company hold office up to the date of ensuing Annual General Meeting. Your

Company has received notice under Section 257 of the Companies Act, 1956 proposing

Mr. Sudipto Sarkar for the Office of Director to be elected by the members in the ensuing Annual

General Meeting.

Mr. Ranadurjoy Roy Choudhury has been re-appointed as the Managing Director of the Company,

subject to your approval in the ensuing Annual General Meeting, for a period of three years w.e.f.

1st September, 2010.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for

your approval.

AUDITORS

M/s. APS Associates, the Statutory Auditors of the Company will retire at the ensuing Annual

General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated

21st May, 2011 has recommended their re-appointment and they also confirm that their re-

appointment, if made, would be in conformity with the limits specified under section 224(1B) of

the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the period under review.

CHANGE IN FINANCIAL YEAR

The Directors of your Company has decided to change the financial year of your Company to

commence from the month of April every year and end on March of the succeeding year.

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Accordingly, in order to give effect to the change, the period under review is of 15 monthscommencing from 1st January 2010 and ending on 31st March 2011.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate reporton Corporate Governance forms part of the Annual Report. A certificate from the StatutoryAuditor of the Company regarding compliance of conditions of corporate governance is annexedto this report.

NEW PROJECT

1800 MT Flexible Packaging project has been taken in hand and is well on its way towardscompletion. The plant is expected to be commissioned by October, 2011.

The plant is expected to reach 70% of its rated capacity by 2013 leading to an additional turnoverof 36 Cr.

QUALITY SYSTEMS CERTIFICATION

Your Company is recipient of ISO 9001:2008-Quality System Certification. Additionally theCompany has also achieved certification to ISO 22000:2005, standard for Food SafetyManagement. Your Company's focus on sustainable development will continue to be reinforcedby improving standards of safety and environmental protection. Various proactive measureshave been adopted and implemented which inter alia include conservation of resources, adoptionof cleaner technology, training of employees and others.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

• In the preparation of annual accounts for the fifteen months period ended 31st March2011, the applicable accounting standards have been followed and in case of materialdepartures, proper explanations have been given in the accounts and notes thereon ;

• The accounting policies adopted in the preparation of the annual accounts have been appliedconsistently and reasonable and prudent judgments and estimates have been made so asto give a true and fair view of the state of affairs of the Company as on 31st March, 2011 andof the Profit or Loss on that date ;

• Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities ; and

• The accounts for the fifteen months period ended 31st March, 2011 have been prepared ona going concern basis.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which isalso very minimal. As the whole manufacturing process is not power intensive, the detailsrequired under Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 are not given. However, continuous efforts are being put to conserve energy atits maximum possible level.

B) Foreign Exchange Earnings and Outgo:

(` In Lakh)

Particulars 31.03.2011 31.12.2009

Earnings in Foreign Currency 7.82 48.64

Expenditure in Foreign Currency 1,033.69 553.81

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both echo friendly and do not generate pollution.

Your Company accords highest priority towards environment, occupational health and safety.

Recipient of ISO 22000:2005 food grade certification, your Company is committed towards high-

est degree of safety, health and environment protection.

To maintain our safety leadership so as to help our customers for export to european countries

the Company is also in the process of implementing OHSAS 18001 – Occupational Health &

Safety Standard and ISO 14001 – Environment Management System Certification.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees was in receipt of remuneration the aggregate

of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956

read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the

report of the Board of Directors.

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ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co-operation received from Bank, Government Authorities, customers, shareholders, vendors andother business associates during the period under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contributionof the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee R. Roy ChoudhuryDirector Managing Director

Place: KolkataDate : 21st May, 2011

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MANAGEMENT DISCUSSION & ANALYSIS REPORT

1. Industry Structure and Development

During the year 2010 tea industry continued to do well buoyed by the domestic demand

growth and soaring prices. For tea sacks we could achieve a growth of 26% by volume and

28% by turnover on 2010 (year to year basis). This has been accomplished through intense

retail push at Jorhat and Cochin, tapping Nepal and Siliguri market and adding new customers.

The tea market overview for 2011 is good so far and maintaining this trend we envisage

considerable growth in our tea sack business during the year. We plan to establish adistribution centre at Coimbatore to support this business growth.

Riding on automobile-boom Carbon Black industry is also doing quite well. Though we had

realized good growth during 2010, business this year is choppy due to highly fluctuating

paper availability and soaring prices.

We plan to take a closer look this year in Chemicals market for specialty-sacks which

apparently is growing in India.

2. Opportunity and Threats

• Growing quality consciousness of tea producers resulting in growth in volume.

• Our efforts for introducing 2-ply sacks to tea industry have now received a boost

through the publication of ISO: 9884 – Part I and part II, which will be the guidingquality stipulations of tea sacks internationally particularly for palletized and

containerized transport.

• This stringent specification will definitely increase the qualitative gap with our competitors

and discourage manufacturers in unorganized sector.

• Possibility of exports of full-sized paper sacks to Kenya.

• Growing domestic market for sacks for Carbon Black and insecticides/pesticides due

to increasingly stringent pollution control measures in western countries.

• We are poised on the verge of entering flexible packaging market which shows double

digit growth for decades.

• Sri Lankan paper sack import in the country continues unabated piggy-backing on the

advantage of exemption of 10% Customs duty due to Indo-Sri Lankan Trade Agreement.

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• Capacity reduction of international paper manufacture on the face of demand-growth of

sacks due to receding recession is pushing the paper prices beyond comprehension.

This may eventually lead to alternative packaging medium.

3. Outlook

Based on the projected GDP growth and predicted normal monsoon, our outlook for the

business in 2011-12 remains quite positive. We are also quite hopeful of improving our

credit-rating, which should help us in reducing finance cost. Utilizing successfully our market-

share expansion programme, capacity development for flexible packaging and efficient

cost-conscious operations, the Company plans to realize sustainable growth and profitability.

4. Internal Control System and Their Adequacy

Your Company has an adequate internal audit and control system commensurate with the

size and nature of business.

The internal control systems of the Company are monitored and evaluated by internal

auditors and their audit reports are periodically reviewed by the Audit Committee of the

Board of Directors. The observations and comments of the Audit Committee are placed

before the Board of Directors.

5. Financial Performance

The turnover achieved for the fifteen months period ended 31.03.2011 was ̀ 3004.94 lakhs,

a growth of 48.56% over the previous financial year ended 31.12.2009 (12 months period

from 01.01.2009 to 31.12.2009). Profit after tax was 145.43 as against ` 61.25 lakhs, an

increase of 137.43%.

Cautionary Statement: Statement in the Directors Report and Management Discussion &

Analysis describing the Company's expectations may be forward-looking within the meaning of

applicable securities laws & regulations. Actual results may differ materially from those expressed

in the statement. Important factors that could influence the Company's operation include global

and domestic demands and supply conditions affecting selling prices, new capacity additions,

availability of critical materials and their costs, changes in government policies and tax laws,

economic development of the country and such other factors which are material to the business

of the Company.

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REPORT ON CORPORATE GOVERNANCE

Company's Philosophy:

As a responsible corporate citizen, the Company ensures continuous adherence to the prescribedcorporate practices as per clause 49 of the Listing Agreement ensuring accountability, transparency,fairness in all its transactions with shareholders, bankers, customers and other stakeholders.

Details of compliances under Clause 41 are given below:

Board of Directors

A) Composition as on 31st March, 2011The Board comprises 8 (eight) Directors of which 6 (six) are non-executives. The Chairmanof the Company is an executive director.

B) Board Meetings held during the fifteen months period ended 31st March, 2011The Board met 5 (Five) times on following dates:28.01.2010, 24.04.2010, 12.08.2010, 12.11.2010 and 04.02.2011.

C) Composition, Other Directorships/Committee memberships held as on 31st March, 2011

Number of other DirectorshipName of the Directors Category & Committee Membership*

Other Committee CommitteeDirector- Member- Chairman-

ship ship ship

Mr. Hemendra Promoter & 1 1 -Prasad Barooah Executive Chairman

Mr. Ranadurjoy Managing Director 2 - -Roy Choudhury

Mr. Panchkari Non-Executive & - - -Banerjee Independent

Mr. Tarun Non-Executive 3 - -Chandra Dutt & Independent

Mr. Vijay Non-Executive & 1 - -Raghuram Shetty Non-Independent

Mrs. Gargi Non-Executive - - -Barooah & Non-Independent

Mr. Anjan Non-Executive - - -Ghosh & Independent

Mr. Sudipto Non-Executive 8 5 -Sarkar & Independent

*Excludes directorships held in Private Limited Companies; only membership/chairmanship ofAudit Committee and Shareholders’/Investors’ Grievance Committee have been considered.

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D) Particulars of change in directorship during the period under review

Name of Director Category Appointment/ RemarksCessation

Mr. B K Goswami Non-Executive& Independent 30/01/2010 Resigned

Mr. Anjan Ghosh Non-Executive& Independent 24/04/2010 Appointed

Mr. B M Sahoo Non-Executive

& Independent(Nominee of IndustrialPromotion & Investment

Corp. of Orissa Ltd. 11/8/2010 Resigned

Mr. Sudipto Sarkar Non-Executive& Independent 04/02/2011 Appointed*

* Appointment is subject to the approval of the members in the forthcoming Annual General Meetingscheduled to be held on 8th July, 2011

E) Attendance of Directors at Board Meetings during the fifteen months period ended31st March, 2011 and last Annual General Meeting

Mr. HemendraPrasad Barooah 4 Yes

Mr. RanadurjoyRoy Choudhury 5 Yes

Mr. Panchkari Banerjee 5 No

Mr. Basant KumarGoswami 1 No

Name of the Directors Attendance ParticularBoard Last AGM

Meeting

Mr. Tarun Chandra Dutt 5 YesMr. Vijay RaghuramShetty – NoMr. Brajamohan Sahoo – No

Mrs. Gargi Barooah 1 NoMr Anjan Ghosh 4 NoMr Sudipto Sarkar – NA

Name of the Directors Attendance ParticularBoard Last AGM

Meeting

F) Particulars of Directors retiring by rotation and seeking re-appointment have been given inthe Notice convening the 25th Annual General Meeting and Explanatory Statement, attachedthereto

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Audit Committee

During the period under review, the Audit Committee of the Board has been reconstituted byinducting Mr. Anjan Ghosh as one of the members of the Committee consequent upon resignationof Mr. Basant Kumar Goswami. The composition and terms of reference of Audit Committee is incompliance with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 ofthe Listing Agreement with the Stock Exchange. During the fifteen months period under review,five meetings of the Committee were held on 28.01.2010, 24.04.2010, 12.08.2010, 12.11.2010and 04.02.2011.

Composition of Audit Committee as on 31/03/2011 together with number of meetings attended byits members is given as under:

Name of the Members Designation No. of Meetings attended

Mr. Tarun Chandra Dutt Chairman 5

Mr. Panchkari Banerjee Member 5

Mr. Hemendra Prasad Barooah Member 4

Mr. Anjan Ghosh Member 3

The brief terms of reference of Audit Committee includes:

a) Reviewing internal control and internal audit function and their adequacy with the management/internal auditors.

b) Reviewing the quarterly, half yearly and annual accounts of the Company before submissionto the Board for approval.

c) Overseeing the Company’s financial reporting process and the disclosure of its financialinformation to ensure that the financial statements are correct, sufficient and credible.

d) Investigate any matter referred to it by the Board or within its terms of reference.

e) Recommending the appointment, replacement, removal of statutory auditors and fixation oftheir audit fees and fees for other services.

f) In general, all the items mentioned in Clause 49(II)(d) of the Listing Agreement.

Remuneration Committee

Remuneration Committee comprises three Directors of which two are non-executive andindependent. Scope of the Committee extends to recommending to the Board, the appointmentand compensation terms of the Executive Directors.

During the period under review, one meeting was held on 12th November, 2010. All the membersother than Mr H P Barooah were present.

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The composition of Remuneration Committee is as under:

Name of the Members Designation

Mr. Tarun Chandra Dutt Chairman

Mr. Hemendra Prasad Barooah Member

Mr. Panchkari Banerjee Member

Remuneration of Whole-time Directors

As required by Clause 49(IV) of the Listing Agreement with the Stock Exchange, the detailsof remuneration of Managing Director and Whole-time Director along with sitting fees paid toNon-executive Directors during the fifteen months period ended 31st March 2011, are stated asunder:

Name of Director Salary Perquisites/ Sitting Fees TotalRe-imbursement

Mr. Hemendra Prasad Barooah 10,00,000 - - 10,00,000

Mr. Ranadurjoy Roy Choudhury 14,99,688 1,02,723 - 16,02,411

Mr. Panchkari Banerjee - - 27,000 27,000

Mr. Basant Kumar Goswami - - 5,000 5,000

Mr. Tarun Chandra Dutt - - 27,000 27,000

Mr. Vijay Raghuram Shetty - - - -

Mr. Brajamohan Sahoo - - - -

Mrs. Gargi Barooah - - 3,000 3,000

Mr. Anjan Ghosh - - 18,000 18,000

Mr. Sudipto Sarkar - - - -

No Severance Fee is payable.

Investors’ Grievance Committee

The Investors’ Grievance Committee, as a sub-committee of the Board, inter-alia, reviewsshareholders / investors grievances and overviews the activities of Registrar and Share TransferAgent. During the year under review no complaints were received from the shareholders of theCompany. The Committee ordinarily meet when there is any issue relating to non-disposal ofInvestors’ grievance.

20


The composition of the Committee is as under:

Name of the Members Status

Mr. Panchkari Banerjee Chairman

Mr. Ranadurjoy Roy Choudhury Member

Share Transfer Committee

The Share Transfer Committee was constituted with the objective of giving approval for allotment,transfer & transmission of Shares/Debentures or any other securities including issue of duplicatecertificates and new certificates on mutilation/split /consolidation/renewal etc.

The Committee met 11 (eleven) times during the year under review on 27.02.2010, 15.03.2010,15.04.2010, 15.05.2010, 30.06.2010, 16.08.2010, 30.08.2010, 12.11.2010, 30.11.2010, 15.12.2010and 31.01.2011. The details of meeting attended by each member of the Committee are given asunder :

Name of the Members Status No. of Meeting attended

Mr. Panchkari Banerjee Chairman 11

Mr. Tarun Chandra Dutt Member 11

Mr. Hemendra Prasad Barooah Member 10

General Body Meeting

The details of the last 3 General Meetings are as under :

Financial Year Type of Date Venue Special Resolutionsended Meeting

31st December, AGM 14.06.2010 Regd. Office: Special resolution u/s 21 of the2009 1185/1186, Companies Act, 1956 for

Tankapani change of name of theRoad, Company from B & A Multiwall

Bhubneswar Packaging Limited to “B & A- 751 018 Packaging India Limited”

31st December, AGM 26.05.2009 - Do - NIL2008

31st December, AGM 27.06.2008* - Do - NIL2007

*The schedule date of 22nd Annual General Meeting was Friday, 20th June, 2008. Due to heavy rainfalland complete dislocation of communication the meeting was re-scheduled on Friday, 27th June, 2008.The intimation regarding this event was given to the shareholders of the Company immediately.

21


Code of Conduct

The Code of Conduct and ethics for directors and management personnel (“the Code”), as laiddown by the Board is a comprehensive code applicable to all directors and managementpersonnel. A copy of the Code has been put on the Company's website www.bampl.com. Themembers of the Board and senior management of the Company have submitted their affirmationon compliance with the Code of Conduct for the effective period. A declaration signed by theManaging Director of the Company to that effect forms part of this Report.

Disclosure

A periodical report on compliances of various relevant laws is placed before the meeting ofthe Board on every quarter in order to facilitate periodical review by the Board members andfor taking steps to rectify non-compliances, if any.

There were no instances of material non-compliance and no strictures or penalties wereimposed on the Company either by SEBI, Stock Exchanges or any statutory authorities onany matter related to capital market.

No such materially significant related party transactions have been entered into between theCompany and its promoters, the directors or the management or their relatives etc., whichmay have potential conflict with the interest of the Company at large. A separate report onrelated party transactions have been furnished in the Notes to Accounts of the Company.

Means of Communication

As an usual practice, the quarterly, half yearly and annual financial results, audited/unaudited,were submitted to the stock exchange soon after these were approved in the Board meetingand the same were also published in two newspapers, viz., “Sambad” in vernacular languagehaving circulation in the state of Orissa, where the Registered Office of the Company issituated and “Business Standard” in English having nationwide circulation as per the requirementsof Clause 41 of the Listing Agreement with the stock exchange.

General Shareholder Information

Day, date and time of 25th Annual : Friday, the 8th day of July, 2011 at 12.00General Meeting noon

Venue : Registered Office of the Company,1185/1186, Tankapani Road,Bhubneswar – 751 018.

Financial calendar (tentative) for the : April to Marchyear 2011-2012

Date of Book Closure : Wednesday, 29th June, 2011 to Friday,8th July, 2011 (both days inclusive)

22


Dividend payment date : Not Applicable.

Listing of Equity Shares on Stock : Bombay Stock Exchange Limited.Exchange

Stock Code / ID : 523186.

Stock price data : The shares of the Company are in physicalform and there was no trading during the periodunder review through stock exchange. Hencethe data relating to stock price are not available.

Registrar and Share Transfer Agent : MCS Limited, 77/2A, Hazra Road,Kolkata – 700 029.

Share Transfer System : To expedite the transfer of shares, the powerto authorise the transfers have been delegatedto Share Transfer Committee of the Board. Thetransfers are processed within the reasonabletime from the date of receipt, if the documentsare completed in all respect.

Distribution of Shareholdings as on 31st March, 2011

Range of shares held Shares ShareholdersNos. % total Nos. % total

1 to 500 4,56,571 9.2041 2675 95.5698

501 to 1000 61,500 1.2398 76 2.7153

1001 to 2000 45,300 0.9132 29 1.0361

2001 to 3000 12,800 0.2580 5 0.1786

3001 to 4000 15,100 0.3044 4 0.1429

4001 to 5000 5,100 0.1028 1 0.0357

5001 to 10000 15,400 0.3105 2 0.0715

10001 to 50000 32,400 0.6532 2 0.0715

50001 to 100000 1,00,000 2.0159 1 0.0357

100000 and above 42,16,329 84.9981 4 0.1429

TOTAL 49,60,500 100.00 2,799 100.00

23


Shareholding Pattern as on 31st March, 2011

Sl. Category of Shareholders No. of No. of % to totalShareholders Shares paid up

capital

A. Promoters’ holding

1. Indian Promoters 8 35,90,129 72.37

Foreign Promoters 1 1,00,000 2.02

2. Persons acting in concert - - -

Sub-total 9 36,90,129 74.39

B. Non-promoters holding

3. Institutional Investors 2 5,41,000 10.91Mutual Funds, Banks,Financial Institutions

Insurance Companies (Central/State Govt. Institution/Non-Govt.Institutions) and FIIs.

Sub-total 2 5,41,000 10.91

4. Others

Private Corporate Bodies 7 1,24,300 2.50

Indian Public 2781 6,05,071 12.20

NRIs/OCBs - - -

Any other - - -

Sub-total 2,788 7,29,371 14.70

Grand total 2,799 49,60,00 100.00

Location of Manufacturing Division

The manufacturing division of the Company is located at 22, Balgopalpur Industrial Area,Balasore – 756 020.

Non-mandatory Requirements

● Chairman’s Office (Non-executive)

The Chairman of the Company is Executive, hence this provision is not applicable.

● Remuneration Committee

The details about the composition and terms of reference of remuneration committeehave been provided separately in this Corporate Governance Report.

24


● Audit Qualification

No qualification is given by the Statutory Auditors in their Audit report.

● Whistle Blower Policy

The Company has not adopted any Whistle Blower Policy as yet but promotedan ethical behaviour in all its business activities and has put in place a mechanism ofreporting illegal or unethical behaviour.

● Others

The other non-mandatory requirements as laid down in Annexure – ID of Clause 49of the Listing Agreement will be introduced as and when the circumstance warrants.

For and on behalf of the Board of Directors

P. Banerjee R. Roy ChoudhuryDirector Managing Director

Place : KolkataDate : 21st May, 2011

25


CEO / CFO CERTIFICATION

The Board of Directors,B & A Packaging India LimitedKolkata

Dear Sirs,

I do hereby certify that:-

a) I have reviewed the financial statements and cash flow statement for the fifteen monthsperiod ended 31st March, 2011 and that to the best of my knowledge and belief:-

i) these statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii) these statements together present a true and fair view of the Company’s affairs and arein compliance with existing accounting standards, applicable laws and regulations.

b) There are to the best of my knowledge and belief, no transactions entered into by theCompany during the period which are fraudulent, illegal or violative of the Company’s Codeof Conduct.

c) I accept responsibility for establishing and maintaining internal controls and that I haveevaluated the effectiveness of the internal control system of the Company and I have disclosedto the auditors and the Audit Committee, deficiencies in the design or operation of internalcontrols, if any, of which they are aware and the steps they have taken or propose to takerectify these deficiencies.

d) I have indicated to the auditors and Audit Committee regarding

i) non-occurrence of any significant changes in internal control during the period;

ii) non-occurrence of any significant changes in accounting policies during the period; and

iii) non-existence of any significant fraud of which I have become aware and the involvementthere, if any, of the management or an employee having a significant role in the Company’sinternal control system.

Date : 21st May, 2011 Ranadurjoy Roy ChoudhuryPlace: Kolkata Managing Director

26


AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OFCORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTINGAGREEMENT

The members of B & A Packaging India Limited:

(Formerly B&A Multiwall Packaging Limited)

We have examined the compliance of conditions of Corporate Governance by B & A PACKAGING

INDIA LIMITED (Formerly B&A Multiwall Packaging Limited) for the fifteen months period ended

March 31, 2011 as stipulated in Clause 49 of the Listing Agreement of the said Company with

Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the Company’s

management. Our examination was limited to the procedures and implementation thereof, adopted

by the Company for ensuring the compliance of the conditions of Corporate Governance. It is

neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we

certify that the Company has complied with the conditions of Corporate Governance as stipulated

in Clause 49 of the above mentioned Listing Agreement.

We state that there were no shareholders’ grievances remaining unattended / pending for a period

exceeding one month as per the records maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the

Company nor the efficiency or effectiveness with which the management has conducted the

affairs of the Company.

Place: KolkataDate: 21st May, 2011

For APS ASSOCIATESChartered Accountants

(Registration No. 306015E)A. DuttaPartner

Membership No. 17693

27


To

The Shareholders,

Affirmation of Compliance with Code of Conduct

I, Ranadurjoy Roy Choudhury, Managing Director, declare that all the Board

Members and Senior Management Personnel have affirmed compliance with

the Code of Conduct as adopted by the Board of Directors in respect of the

fifteen months period ended 31st March, 2011.

Ranadurjoy Roy ChoudhuryManaging Director

Date: 21st May, 2011Place: Kolkata

28


AUDITORS’ REPORTToThe Members of B&A Packaging India Limited(Formerly B&A Multiwall Packaging Limited)

1) We have audited the attached Balance Sheet of B & A PACKAGING INDIA LIMITEDas at 31st March,2011, the Profit and Loss Account for the fifteen months period endedon that date and also the Cash Flow Statement for the said period annexed thereto.These financial statements are the responsibility of the Company’s Management. Ourresponsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit in accordance with auditing standards generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financialstatement. An audit also includes assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statementpresentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Governmentof India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclosein the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4) Further to our comments in the Annexure referred to above, we report that :

i) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purposes of our audit.

ii) In our opinion, proper books of account as required by law have been kept by the Companyso far as appears from our examination of those books.

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by thisreport are in agreement with the books of account.

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the applicable accounting standards referred to insub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representations received from all the Directors as on 31st March,2011 and taken on record by the Board of Directors, we report that none of the Directors isdisqualified as on 31st March, 2011 from being appointed as a Director in terms ofclause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given tous, the accounts read with Notes and Schedules annexed thereto, give the informationrequired by the Companies Act, 1956, in the manner so required and also give a true andfair view in conformity with the accounting principles generally accepted in India :

29


a) In the case of the Balance Sheet, of the state of affairs of the Company as at31st March, 2011;

b) In the case of the Profit and Loss Account, of the Profit of the Company for the fifteenmonths period ended on that date;

and

c) In the case of the Cash Flow Statement, of the cash flow of the Company for the fifteenmonths period ended on that date.

ANNEXURE TO AUDITORS’ REPORT

ToThe members of B & A PACKAGING INDIA LIMITED(Formerly B&A Multiwall Packaging Limited)

Refer Paragraph 3 of our report of even date

1) i) The Company has maintained proper records showing full particulars, including quantitativedetails and situation of its fixed assets.

ii) During the period the fixed assets were physically verified by the Management.

iii) No substantial part of the fixed assets of the Company were disposed off during theperiod.

2) i) During the period, the inventories were physically verified by the management at reasonableintervals.

ii) In our opinion, the procedure of physical verification of inventories followed by themanagement is adequate considering the size of the Company and the nature of its business.

iii) Based on examination of records, we are of the opinion that, the Company is maintainingproper records of inventories. The discrepancies noticed on physical verification ofinventories as compared to book records were not material and have been properly dealtwith in the books of account.

3) According to the information and explanations given to us, the Company has not granted anyloan, secured or unsecured to companies, firms or other parties covered in the registermaintained under Section 301 of the Companies Act, 1956. However, the Company has taken

Place : KolkataDated : the 21st May, 2011


(Registration No. 306015E)A. DuttaPartner

Membership No. 17693

30


interest free loans from a Private Limited Company and a Director, who are covered in theregister maintained under Section 301 of the Companies Act, 1956. In our opinion the termsand conditions of these loans are prima facie not prejudicial to the interest of the Companyand the repayments were not due during the period under audit.

4) In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the Company and the nature of itsbusiness for the purchase of inventory and fixed assets and for sale of goods. During the courseof our audit, we have not come across any instance of major weakness in the internal controls.

5) a) According to the information and explanations given to us, we are of the opinion that thetransactions that need to be entered into the register maintained under Section 301 of theCompanies Act, 1956 have been so entered.

b) In our opinion and according to information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the register maintained underSection 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs inrespect of any party during the period have been made at prices which are reasonablehaving regard to prevailing market prices at the relevant time.

6) The Company has not accepted any deposits from the public within the meaning of Section58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

7) In our opinion, the Company has an internal audit system commensurate with its size andnature of its business.

8) According to the information given to us, the Central Government has not prescribed formaintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for theproducts of the Company.

9) i) According to the records of Company, undisputed statutory dues including provident fund,employees’ state insurance, income tax, sales tax, wealth tax, customs duty and exciseduty have generally been regularly deposited with the appropriate authorities.

ii) According to the information and explanations given to us, the following are the particularsof disputed dues on account of sales tax and employees’ state insurance matters whichhave not been deposited by the Company :

Name of the Nature of dues Amount Relevant Forum whereStatute (Rs.) Period dispute is pendingCentral Sales Sales Tax 64,515 1995 -1996 Dy. Commissioner ofTax Act. Sales Tax (Appeal),

Balasore RangeCentral Sales Sales Tax 27,54,267 1998 -1999 Sales Tax, TribunalTax Act. CuttackCentral Sales Sales Tax 5,50,397 2002-2003 Sales Tax, TribunalTax Act. CuttackCentral Sales Sales Tax 7,72,449 2003-2004 Sales Tax, TribunalTax Act. CuttackCentral Sales Sales Tax 22,72,291 2005-2006 Additional CommissionerTax Act. of Sales Tax, (Central

Zone) Cuttack

31


Central Sales Sales Tax 28,46,586 2006-2007 Commissioner ofTax Act. & Sales Tax, Cuttack

2007-2008Orissa Value VAT 1,38,204 2006-2007 Commissioner ofAdded Tax Act. & Sales Tax, Cuttack

2007-2008Employees’ State E.S.I. 61,398 2002-2003 Employees’ InsuranceInsurance Act. Court, Kolkata

10) The Company has no accumulated loss as on 31st March, 2011. Further, the Company hasnot incurred cash loss during the period ended 31st March, 2011 or in the immediatelypreceding financial year ended 31st December 2009.

11) According to the records of the Company and the information and explanations given to us,the Company has not defaulted in repayment of dues to its bankers.

12) According to the information given to us, the Company has not granted loans or advanceson the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion and according to the information and explanations given to us, the provisionsof any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are notapplicable to the Company.

14) In our opinion, the Company does not deal or trade in shares, securities, debentures or otherinvestments.

15) According to the information given to us, the Company has not given any guarantee forloans taken by others from banks or financial institutions during the period.

16) The Company has obtained a fresh term loan from its banker during the period and hasutilised the same for the purpose for which the said loan was received.

17) According to the information and explanations given to us and on an overall examination ofthe Balance Sheet of the Company, we report that no fund raised on short term basis wereused for long term investment.

18) The Company has not made any preferential allotment of shares during the period.19) The Company has not issued any debentures during the period.20) The Company has not raised any money by way of public issue during the period.21) In our opinion and according to the information and explanations given to us no fraud on or

by the Company was reported during the period.

Place : KolkataDated : 21st May, 2011


(Registration No. 306015E)A. Dutta

PartnerMembership No. 17693

Name of the Nature of dues Amount Relevant Forum whereStatute (Rs.) Period dispute is pending

32


BALANCE SHEET AS AT 31ST MARCH, 2011

As at As at31st March, 2011 31st December, 2009

Schedule ` ` ` `

SOURCES OF FUNDSShareholders’ Fund

Capital 1 4,98,02,500 4,98,02,500Reserves and Surplus 2 3,09,34,793 1,63,90,939

8,07,37,293 6,61,93,439Loan Funds

Secured Loan 3 5,24,74,288 5,10,07,321Unsecured Loan 1,94,00,000 7,18,74,288 – 5,10,07,321

Deferred Tax Liabilities 27,07,857 23,48,460

TOTAL 15,53,19,438 11,95,49,220

APPLICATION OF FUNDSFixed Assets 4

Gross Block 13,58,66,655 13,33,42,238Less:Depreciation 10,43,57,887 10,24,11,191

Net Block 3,15,08,768 3,09,31,047

Add : Capital Work-in Progress 73,351 3,15,82,119 3,07,066 3,12,38,113

Current Assets,Loans & AdvancesInventories 5 6,63,40,329 5,35,64,649Sundry Debtors 6 4,43,55,431 3,51,48,948Cash & Bank Balances 7 88,80,924 93,20,586Loans & Advances 8 4,67,98,198 1,12,01,807

16,63,74,882 10,92,35,990Less:Current Liabilities & Provision

Liabilities 9 3,45,75,916 1,39,49,851Provisions 80,61,647 69,75,032

4,26,37,563 2,09,24,883

Net Current Assets 12,37,37,319 8,83,11,107

TOTAL 15,53,19,438 11,95,49,220

Significant Accounting Policies 15Notes on Accounts 16

In terms of our report of even dateFor APS ASSOCIATESChartered AccountantsA. DuttaPartnerMembership No. 17693

Kolkata, 21st May, 2011

For and on behalf of the Board

R. Roy ChoudhuryManaging Director


P. BanerjeeDirector

33


PROFIT AND LOSS ACCOUNT FOR THE FIFTEEN MONTHS PERIOD ENDED 31ST MARCH, 2011

For the fifteen months period For the year

ended 31st March, 2011 ended 31st December, 2009

Schedule `̀̀̀̀ `̀̀̀̀ ` `

INCOMEGross Sales 30,04,93,659 20,22,64,393Less : Excise Duty 2,72,48,933 1,56,18,031Net Sales 27,32,44,726 18,66,46,362Other Income 10 12,89,408 9,09,853Increase/(Decrease) in FinishedGoods and Materials in Process 11 36,76,198 (25,11,694)

27,82,10,332 18,50,44,521

EXPENDITUREMaterials Consumed 12 19,16,96,521 12,50,44,168Sales Tax 76,27,395 47,58,668Operating Expenses 13 4,40,83,979 2,63,26,252

24,34,07,895 15,61,29,088Profit before Interest,Depreciation & Taxation 3,48,02,437 2,89,15,433

Interest and Financial Charges 14 1,05,42,490 1,22,43,190Depreciation 19,46,696 40,63,194

1,24,89,186 1,63,06,384

Profit before Taxation 2,23,13,251 1,26,09,049

Provision for Income Tax 74,10,000 43,00,000

Provision for Fringe Benefit Tax – 58,741

Provision for Deferred Tax 3,59,397 21,25,057

Profit after Taxation 1,45,43,854 61,25,251

Balance brought forward (69,71,059) (1,30,96,310)

75,72,795 (69,71,059)

Significant Accounting Policies 15Notes on Accounts 16Earnings per share - Basic & Diluted 2.93 1.23






P. BanerjeeDirector

34


SCHEDULES FORMING PART OF THE BALANCE SHEETAs at 31st As at 31st

March, 2011 December, 2009SCHEDULE-1 `̀̀̀̀ `CAPITALAUTHORISED80,00,000 Equity Shares of Rs.10/- each 8,00,00,000 8,00,00,000

Issued,Subscribed and Paid up49,60,500 Equity Shares of Rs. 10/-each fully paid up (Previous year : 49,60,500 Equity Shares) 4,96,05,000 4,96,05,000Out of above 35,54,829 Equity Shares are held by theholding company, B&A LimitedAdd : Forfeited Shares 1,97,500 1,97,500

4,98,02,500 4,98,02,500

SCHEDULE-2

RESERVES AND SURPLUSCentral Investment Subsidy 25,00,000 25,00,000State Subsidy 2,41,700 2,41,700Capital Reserve 1,67,43,000 1,67,43,000Revenue Reserve 38,77,298 38,77,298Profit & Loss Account 75,72,795 (69,71,059)

3,09,34,793 1,63,90,939

SCHEDULE-3

LOAN FUNDSSECURED LOANSFrom State Bank of IndiaTerm Loan 25,532 54,98,742(Secured by 1st charge over the entire Plant &Machinery and other fixed Assets pertaining to theFlexible Packaging Material Project)Cash Credit 5,22,04,797 4,51,48,102(Secured by hypothecation of Company’s stocks,receivables and entire current Assets both present and future)All the above loans are collaterally secured bya) Extension of charge over Factory Land, Building,

Plant & Machinery of the company including Assetsof proposed project

b) Equitable mortgage of the Flat No. 1 & 2, 3rd floor at55/24, Bimannagar, Sardarpara, Kaikhali, P.S. Rajarhat, 24 Parganas(N) in the name of Barooahs & Associates Pvt. Ltd.

c) Personal guarantee of Shri H. P. Barooah, Director &Corporate Guarantee of Barooahs & Associates Pvt. Ltd.

From HDFC BANK LTD. 2,43,959 3,60,477(Secured by hypothecation of a Motor Car)Unsecured LoansFrom Barooahs & Associates Pvt. Ltd. 1,40,00,000 –From Director 54,00,000 –

7,18,74,288 5,10,07,321

35


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3,63

,730

13,3

3,42

,238

9,86

,84,

777

40,6

3,19

43,

36,7

8010

,24,

11,1

913,

09,3

1,04

7

36


SCHEDULES FORMING PART OF THE BALANCE SHEET

As at 31st March, 2011 As at 31st December, 2009`̀̀̀̀ `̀̀̀̀ ` `

SCHEDULE-5

INVENTORIESRaw Materials 4,92,26,575 4,06,62,909Finished Goods 80,95,648 82,88,960Work-in-Process 63,61,291 24,91,781Stores & Spares 26,56,815 21,20,999

6,63,40,329 5,35,64,649SCHEDULE-6

SUNDRY DEBTORS(Unsecured, Considered Good)Debts outstanding for a period

- Exceeding Six months 12,12,832 68,87,056- Other Debts 4,31,42,599 2,82,61,892

4,43,55,431 3,51,48,948(Unsecured, Considered Doubtful)Debts Outstanding for a period

- Exceeding six months — 9,56,519Less : Provision for Bad Debts — — 9,56,519 —

4,43,55,431 3,51,48,948

SCHEDULE-7

CASH & BANK BALANCESCash in Hand 30,269 61,415Current Account balances with Scheduled banks 15,18,447 23,72,560LC & BG Margin Money with State Bank of India 73,32,208 68,86,611

88,80,924 93,20,586

SCHEDULE-8

LOANS & ADVANCES(Unsecured, Considered Good)Advances Recoverable in cash orin kind or for value to be received 4,29,09,875 75,69,604Deposits 36,59,483 34,78,683Pre-paid Expenses 2,28,840 1,53,520

4,67,98,198 1,12,01,807

37


SCHEDULES FORMING PART OF THE BALANCE SHEET

As at 31st March, 2011 As at 31st December, 2009`̀̀̀̀ `

SCHEDULE-9

CURRENT LIABILITIES & PROVISIONSSundry Creditors for Goods 2,39,56,433 51,89,611

Sundry Creditors for Others 77,41,180 64,28,081

Deferred Sales Tax 8,23,134 8,23,134

Provision for Gratuity 20,55,169 15,09,025

3,45,75,916 1,39,49,851

For the fifteen months For the year

period ended 31st March, 2011 ended 31st December, 2009

SCHEDULE-10 `̀̀̀̀ `̀̀̀̀ ` `

OTHER INCOMEScrap Sale 6,19,048 3,57,693

Miscellaneous Income 1,41,551 2,49,810

Interest 5,28,809 3,02,350

12,89,408 9,09,853

SCHEDULE-11

INCREASE/(DECREASE) IN FINISHEDGOODS & MATERIAL IN PROCESS

Opening Stock

Finished Goods 82,88,960 99,03,520

Materials-in-Process 24,91,781 33,88,915

1,07,80,741 1,32,92,435

Less:

Closing StockFinished Goods 80,95,648 82,88,960

Materials-in-Process 63,61,291 24,91,781

1,44,56,939 1,07,80,741

Increase/(Decrease) 36,76,198 (25,11,694)

38


SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT

For the fifteen months For the year

period ended 31st March, 2011 ended 31st December, 2009`̀̀̀̀ `̀̀̀̀ ` `SCHEDULE-12

MATERIALS CONSUMEDOpening Stock 4,06,62,909 5,28,37,067Add : Purchase 20,02,60,187 11,28,70,010

24,09,23,096 16,57,07,077Less : Closing Stock 4,92,26,575 4,06,62,909

Consumption of Raw Materials 19,16,96,521 12,50,44,168

SCHEDULE-13

OPERATING EXPENSESEmployees Emoluments

Salary, Wages & Benefits 1,66,64,758 1,08,27,957Contribution to PF & Other Funds 5,96,718 5,17,283Gratuity 5,46,144 2,73,018Welfare Expenses 16,45,474 10,50,630

1,94,53,094 1,26,68,888Power & Fuel 23,92,007 15,81,307Consumption of Stores & Spares 33,70,943 21,72,480Repairs & Maintenance

Building 1,36,335 1,86,081Machinery 5,05,360 5,48,808Others 9,85,283 4,38,210

16,26,978 11,73,099Rent, Rates & Taxes 3,20,659 2,38,857Insurance 4,50,811 3,68,734Travelling & Conveyance 44,69,562 26,14,808Commission 2,95,635 1,47,632Postage & Communication 6,21,292 5,17,941Directors’ Fees 80,000 49,000Carriage Outwards 26,62,818 20,68,074Bad Debts written off 43,11,401 3,01,083Miscellaneous Expenses 40,28,779 24,24,349

4,40,83,979 2,63,26,252

SCHEDULE-14

INTEREST & FINANCIAL CHARGESInterest on Working Capital Loan 76,65,959 78,46,197Interest on Term Loan 3,87,256 9,97,812Bank Commission & Charges 22,29,615 20,65,258Interest-Others 2,59,660 13,33,923

1,05,42,490 1,22,43,190

39


SCHEDULE-15

SIGNIFICANT ACCOUNTING POLICIES :-

1) Accounting SystemThese financial statements have been prepared on going concern assumptions under the historical cost conventionon an accrual basis and in conformity with the relevant accounting standards as notified under the Companies(Accounting Standards) Rules, 2006 and the Companies Act, 1956.

2) Fixed Assets

Fixed Assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation andimpairment, if any. The cost of acquisition comprises purchase price inclusive of duties (net of Cenvat), taxes,incidental expenses, erection/commissioning/trial run expenses and interest etc. up to the date the assets areready for intended use.

3) Inventories

Raw Materials and Stores and Spares - Valued at cost.

Finished Goods - Valued at cost or Realisable price whichever is lower.

Materials-in-process - Valued at a percentage of cost or realisable price whichever is lower.

4) Depreciation

Depreciation is provided on Straight Line Method in accordance with the provision of Schedule XIV to theCompanies Act, 1956 effecting writing off upto ninety-five percent of original cost of individual Fixed Assets.

5) Sales

Gross Sales include Excise Duty and Central Sales Tax but does not include Value Added Tax.Export sales are accounted for on the basis of actual rupee realisation.

6) Import of Raw MaterialsImport of Raw Materials are accounted for on the basis of actual rupee payments.

7) Borrowing Cost

Borrowing cost attributable to acquisition of fixed assets and capital work in progress, are treated as part of costof such assets and Capitalised upto the stage of commercial production. All other borrowing costs are chargedto revenue.

8) Employees’ benefitsa) Short term benefits like Salaries, Wages, Contribution to Provident Fund and Pension Scheme and other non-

monetary benefits are recognised on actual basis; pending final calculation of Allocable Surplus for thecurrent year as required under the Payment of Bonus Act 1965, provision for bonus is calculated on thebasis of last year.

b) The Company’s rules do not provide for either accumulation or compensation for leave of its employees.c) Long-term employee benefits are recognised as an expense in the Profit & Loss Acount for the year in which

the employee has rendered services. The expense is recognised at the present value of the amount payableas per Actuarial valuations. Actuarial gains and losses in respect of such benefits are recognised in the Profitand Loss A/c.

9) Foreign Currency Transactionsa) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of

transaction.b) Any income or expense on account of exchange difference either on settlement or on translation is recognised

in the profit and loss account except in cases where they relate to acquisition of fixed assets, in which casethey are adjusted to the carrying cost of such assets.

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

40


NOTES ON ACCOUNTS :

1. The name of the Company has been changed from B&A Multiwall Packaging Limited to B&A Packaging IndiaLimited vide fresh Certificate of Incorporation dated 8th July, 2010 issued by the Registrar of Companies, Orissa.

2. The Company has changed its financial year from calendar year to April - March. Accordingly, these accountsconsist of a period of fifteen months from 1st January, 2010 to 31st March, 2011. Hence the figures for thecurrent period are not comparable.

Previous year’s figures have been regrouped and rearranged, where ever necessary.

3. Licensed, Installed Capacities and Actual Production :

Year Annual Capacity ActualClass of Goods Units ended Licensed Installed Production

Paper Sacks Nos. 31.03.2011 60 Million 35 Million 9.78 Million

Paper Sacks Nos. 31.12.2009 60 Million 35 Million 6.41 Million

(Note : Capacity of Paper Sacks plant is dependant on the product-mix. Annual Installed capacity of 35

Million is based on production of cement sacks only. With the present product-mix annual capacity works

out to 9 Million Sacks.)

4. Particulars with respect to Stocks and Sales :

15 months period ended Year ended31st March, 2011 31st December, 2009

Class of Goods Units Quantity Value Quantity Value

Opening Stock Nos. 3,52,812 82,88,960 4,67,175 99,03,520

Sale Nos. 98,29,743 30,04,93,659 66,69,173 20,22,64,393

Closing Stock Nos. 3,06,425 80,95,648 3,52,812 82,88,960

5. Value of Imports on C.I.F basis -Raw Materials 10,24,83,013 5,46,71,935

6. Earning in Foreign Currency -Export of Goods (F.O.B Basis) 7,82,336 48,64,674

7. Expenditure in Foreign Currency 8,85,600 7,09,008

8. Estimated amount of contracts remaining to beexecuted on capital account (net of advance) 6,65,97,476 —

9. Contingent Liabilities not provided for

Bank Guarantee 81,600 3,73,360

Sales Tax 64,02,197 99,93,668

Bill discounting 5,61,466 —


SCHEDULE-16

41


10. Details of Imported and Indigenous Materials Consumed:-(Qty. in M.T. and Value in `)

Class of O p e n i n g P u r c h a s e C l o s i n g Consumption % Total

Goods Qty. Value Qty. Value Qty. Value Qty. Value

a) Paper Imported

2010-11 290 1,65,14,037 1,991 8,95,89,971 443 2,27,62,625 1,838 8,33,41,382 43.48

2009 611 3,41,88,986 764 4,92,02,996 290 1,65,14,037 1,084 6,68,77,945 53.48

Paper Indigenous

2010-11 556 2,09,06,329 1,243 7,46,01,939 190 1,14,48,879 1,609 8,40,59,389 43.85

2009 213 1,41,64,397 914 5,42,83,667 556 2,09,06,329 571 4,75,41,735 38.02

b) Other Imported

2010-11 15.9 11,95,490 355 2,71,59,331 39 50,12,296 332 2,33,42,525 12.17

2009 17.8 13,68,721 30 25,76,166 15.9 11,95,490 32 27,49,397 2.19

Other Indigenous

2010-11 — 20,47,053 — 89,08,946 — 1,00,02,775 — 9,53,224 0.50

2009 — 31,14,963 — 68,07,181 — 20,47,053 — 78,75,091 6.30

2010-11 4,06,62,909 20,02,60,187 4,92,26,575 19,16,96,521 100.00

2009 5,28,37,067 11,28,70,010 4,06,62,909 12,50,44,168 100.00

11. Payment to Whole Time DirectorsFifteen months period Year ended

ended 31st March, 2011 31st December, 2009

`̀̀̀̀ `

Salary 24,99,688 18,27,500

Reimbursement (Medical & Others) 3,89,760 3,48,797

28,89,448 21,76,297


SCHEDULE-16 (Contd..)

42


12. In terms of Industrial Policies of 1986 and 1989 declared by Government of Orissa, the Companyopted for the Sales Tax Deferment Scheme upto 30.11.1996 and the Deferred Sales Tax balance

stands at ` 8,23,134 as on 31.03.2011 (As on 31.12.2009 - ` 8,23,134)

13. Miscellaneous Expenses in Schedule 13 includes :Jan’10-Mar’11 2009

`̀̀̀̀ `Auditor’s Remuneration –(Including Service Tax)

Audit Fees 55,150 33,708

Tax Audit Fees 22,060 11,236

For Certification 69,645 22,985(Including short payment of last year)

1,46,855 67,929

14. Company’s Long Term benefit Scheme presently consist of Gratuity only. Following are the details ofamount recognised in the Financial Statements in respect of gratuity as per actuarial valuation :

TABLE 1

Actuarial calculations for AS 15 (Rev. 2005) for the purpose of Net Asset / Liability, recognised inthe Balance Sheet

Sl. Description 31st December 2009 31st March 2011

i) Present Value of Defined Benefit Obligation 14,45,102.00 20,55,169.00

ii) Fair Value of Plan Assets 0.00 0.00

iii) Funded Status [Surplus /(Deficit)] (14,45,102.00) (20,55,169.00)

iv) Unrecognised Past Sevice Cost 0.00 0.00

v) Net Asset / (Liability) recognised in the Balance Sheet (14,45,102.00) (20,55,169.00)

SCHEDULES FORMING PART OF THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNTSCHEDULE-16 (Contd..)

43


TABLE 2

Actuarial calculations for AS 15 (Rev. 2005) for the purpose of Disclosure of employer expensefor the period ending 31st March, 2011

Sl. Description Period 2010-11

i) Current Service cost (including risk premium for

fully insured benefits) 1,75,941

ii) Interest cost 1,75,014

iii) Expected Return of Asset (-) 0.00

iv) Curtailment Cost (+) 0.00

v) Settlement Cost 0.00

vi) Past Service Cost 0.00

vii) Actuarial Gains (-) / Loss (+) (+) 2,59,112

viii) Appreciation/Depreciation of Plan Assets 0.00

Total 6,10,067

TABLE 3

Actuarial calculations for AS 15 (Rev. 2005) purpose change in obligations / assets in theperiod ending 31.03.2011

(A) Change in obligation in the period ended 31.03.2011


i) Present Value of Defined Benefit Obligation at the 14,45,102

beginning of the year

ii) Employer Service Cost (+) 1,75,941

iii) Interest Cost (+) 1,75,014

iv) Curtailment Cost (+) 0.00

v) Settlement Cost 0.00

vi) Plan Amendments 0.00

vii) Acquisitions 0.00

viii) Actuarial Gains (-) / Loss (+) (+) 2,59,112

ix) Benefit Payments (-) 0.00

x) Present Value of DB obligations at the end of the year 20,55,169


SCHEDULE-16 (Contd..)

44



(B) Change in Assets


i) Fair Value of Plan Assets at the beginning of the year 0.00

ii) Acquisition adjustments 0.00

iii) Actual return on Plan Assets (+) 0.00

iv) Actual Company Contribution (+) 0.00

v) Benefit Payments (-) 0.00

vi) Appreciation/Depreciation of Plan Assets 0.00

vii) Fair Value of Plan Assets at the end of the period 0.00

TABLE 4Reconciliation of Net assets / (Liability) recognized in the Balance Sheet as at 31st March, 2011

Sl. Description 31st March 2011

i) Net Asset / (Liability) recognized in the (14,45,102.00)

Balance Sheet at the beginning of the year

ii) Employer Expenses 6,10,067.00

iii) Employer Contribution 0.00

iv) Acquisitions 0.00

v) Net Asset / (Liability) recognized in theBalance Sheet at the ending of the year (20,55,169.00)

Summary of Membership Date

Active Members 31st Dec. 2009 31st Mar. 2011

Number of Employees 49 45

Total Monthly Salaries ( `) 3,25,555.00 3,52,465.00

Avg. Monthly Salary per employees ( `) 6,644.98 7,833.00

Average Past Services (Yrs.) 12.00 14.49

Average Future Services (yrs.) 16.69 13.96

Average age at Valuation date (Yrs.) 41.96 44.84

15. The Company has one business segment of manufacture and sale of paper sacks, hence no

separate disclosure is necessary in respect of AS 17.

45


16. During the period ended 31st March 2011, the Company entered into transactions with relatedparties as per details below :

a) B&A Ltd. - Holding Company ( ` )Sale of Paper Sacks 86,63,866Rent & Other Services 2,86,274Outstanding Balance (Dr.) 35,81,183

b) Remuneration to Key Management Personnel (including reimbursement) 28,89,448

c) Loan from Barooah & Associates Pvt. Ltd. 1,40,00,000

d) Loan from Mr H.P. Barooah - Director 54,00,000

17. The Company has taxable income for the year. Provision made in these accounts for the Current

Tax represents tax payable in accordance with Income Tax Act, 1961.

18. The Company has complied with the requirements of Accounting Standard 22. 1st April 2010 hasbeen reckoned as the date of opening WDV of the Assets for the purchase of computing WDV of

Assets as per Income Tax Laws. The major components of the Deferred Tax Assets and Liabilitiesbased on the tax effect of timing difference are as under :

31.03.2011 31.12.2009Assets ( ` ` ` ` ` ) ( ` )

Deferred Sales Tax Liabilities 2,54,348 2,79,783

Provision for Retirement Benefit 6,35,047 5,12,918

Provision for Bad Debts – 3,25,121

8,89,395 11,17,822

Liabilities

Difference between written down value of assets

as per Income Tax Laws and written down value ofassets as per books 35,97,252 34,66,282

Deferred Tax Assets (Net) (27,07,857) (23,48,460)

19. Disclosure as per Accounting Standard 20 is as follows : Jan’10-Mar’11 2009

(a) Net Earning ` 1,45,43,854 61,25,251

(b) No. of Shares Nos. 49,60,500 49,60,500

(c) Earnings per Share (Basic & Diluted) ` 2.93 1.23


46


20. Disclosure regarding Micro, Small and Medium Enterprises

The amount due to Micro and Small Enterprises as defined in the “The Micro, Small and MediumEnterprises Development Act, 2006” has been determined to the extent such parties have beenidentified on the basis of information available with the Company. The disclosures relating to Microand Small Enterprises pursuant to Section 22 of “The Micro, Small and Medium EnterprisesDevelopment Act, 2006 are as under :

( ` in lacs)

Sl. No. Description 31.03.11 31.12.09

1. The principal amount remaining overdue for paymentto suppliers as at the end of accounting year 1.94 0.73

2. The interest due thereon remaining unpaid to suppliersas at the end of accounting year 0.06 0.02

3. The amount of interest paid in terms of Section 16, alongwith the amount of payment made to the suppliersbeyond the appointed day during the year – –

4. The amount of interest due and payable for the periodof delay in making of payment (which have been paidbut beyond the appointed day during the year) but withoutadding the interest specified under this Act 0.18 0.45

5. The amount of interest accrued during the year andremaining unpaid at the end of the accounting year 0.24 0.47

6. The amount of further interest remaining due andpayable even in the succeeding years, until suchdate when the interest dues as above are actuallypaid to the Micro and Small Enterprises 0.08 0.03


47


21. Balance Sheet Extract and Company’s General Business Profile. Information pursuant to Part IVof Schedule VI to the Companies Act, 1956

i) Registration Details

Registration No. 01624 State code 15

Balance Sheet Date 31.03.2011

ii) Capital Raised during the year (Amount in ` ` ` ` ` ‘000)

Public Issue Nil Right Issue NilBonus Issue Nil Private Placement Nil

iii) Position of Mobilisation and Deployment of Funds (Amount in ̀̀̀̀̀ ‘000)

Total Liabilities 1,55,319 Total Assets 1,55,319

Sources of Funds Application of Funds

Paid up Capital 49,803 Net Fixed Assets 31,582

Reserve and Surplus 30,935 Investments –

Secured & Unsecured Loan 71.874 Net Current Assets ** 1,23,737

Deferred Tax Liabilities (Net) 2,707

** Net of Current Liabilities and Provisions

iv) Performance of the Company (Amount in ` ` ` ` ` ‘000)

Turnover 2,73,245 Total Expenditure 2,55,897

Profit before Tax 22,313 Profit after Tax 14,544

Earning per share in ` 2.93

v) Generic Names of Three Principal Products / Service of the Company( As per monetary term)Item code No. (ITC Code) 4819 30 00

Product Description Sacks and Bags of paper







P. BanerjeeDirector

48


CASH FLOW STATEMENT FOR THE FIFTEEN MONTHS PERIOD ENDED 31ST MARCH, 2011

For the fifteen For the yearmonths period ended ended 31st

31st Mar. 2011 Dec., 2009

A) CASH FLOW FROM OPERATING ACTIVITIESNet Profit before tax and extraordinary items 2,23,13,251 1,26,09,049

Adjustments for:Depreciation 19,46,696 40,63,194Interest & Financial Charges 1,05,42,490 1,22,43,190Deferred Rev. Exp. / Fixed Assets written off – –Interest Received (5,28,809) (3,02,350)Operating Profit before Working Capital Change 3,42,73,628 2,86,13,083

Adjustments for:Trade and other Receivables (4,48,02,874) 80,73,682Trade Payable 1,43,02,680 (1,67,83,653)Inventories (1,27,75,680) 1,46,04,578Cash Generated from Operations (90,02,246) 3,45,07,690Interest Paid (1,05,42,490) (1,22,43,190)Cash Flow before Extraordinary Items (1,95,44,736) 2,22,64,500Extraordinary Items – (58,741)

Net Cash flow from operating activities (1,95,44,736) 2,22,05,759

B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (25,24,417) (30,89,254)Increase/Decrease in Capital work in progress 2,33,715 15,08,928Sale of Fixed Assets / Fixed Assets written off – 26,950Interest Received 5,28,809 3,02,350

Net Cash used in Investing Activities (17,61,893) (12,51,026)

C) CASH FLOW FROM FINANCING ACTIVITIESProceeds from Borrowing 2,64,56,695 –Repayment of Borrowing 55,89,728 1,71,15,355Increase in Deferred Rev. Expenses – –

Net Cash used in Financing Activities 2,08,66,967 (1,71,15,355)

Net increase in Cash and Cash equivalents (4,39,662) 38,39,378

Cash and Cash Equivalents (Opening) 93,20,586 54,81,208Cash and Cash Equivalents (Closing) 88,80,924 93,20,586






P. BanerjeeDirector

49


ANNUAL GENERAL MEETINGATTENDANCE SLIP

DP ID No................................... Client ID....................................

Folio No.....................................(In case of physical shares only)

No. of Shares.............................I hereby record my presence at the Twenty Fifth Annual General Meeting being held at theRegistered Office of the Company on Friday, the 8th day of July, 2011

..............................................................Signature of the Attending Member / Proxy

Notes :1. A Member / Proxy attending the meeting must complete this attendance Slip and hand it over at the

entrance.2. Member intending to appoint a proxy, should complete the Proxy form given below and deposit it at

the Company’s Registered Office not later than 48 hours before the commencement of the Meeting.

B&A PACKAGING INDIA LIMITED(Formerly B & A Multiwall Packaging Limited)

Registered Office : 1185/1186, Tankapani Road, Bhubaneswar - 751 018

ANNUAL GENERAL MEETINGPROXY

DP ID No................................... Client ID....................................

Folio No.....................................(In case of physical shares only)

No. of Shares.............................I/We.......................................being a Member/Members of B&A Packaging India Limited herebyappoint...........................of..............................in the district of.........................................orfailing him of............................in the district of.........................................as my/our Proxy tovote on my/our behalf at the Twenty Fifth Annual General Meeting of theCompany to be held on Friday, the 8th day of July, 2011

Signature this......................................day of...................................2011

Notes : 1 ) The proxy must be deposited at the Registered Office of the Company not later than 48hours before the commencement of the meeting.

2 ) A proxy need to be a member of the Company.

RevenueStamp

Documents

CORPORATE INFORMATION AS ON 31ST MARCH, 2011